Exhibit 10.2


 


EXECUTION COPY


 


SECOND AMENDMENT TO SECOND LIEN CREDIT AGREEMENT


 


This SECOND
AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this “Amendment”)
is entered into as of June 26, 2008 (the “Amendment
Effective Date”), by and among KRATOS DEFENSE AND SECURITY
SOLUTIONS, INC., a Delaware corporation (“Borrower”),
KEYBANK NATIONAL ASSOCIATION, as
Administrative Agent (“Administrative Agent”) and the
Lenders party hereto.


 


RECITALS


 


WHEREAS, reference is made to that
certain Second Lien Credit Agreement, dated as of December 31, 2007 (as
amended from time to time, the “Credit Agreement”;
capitalized terms used herein without definition have the meanings ascribed to
such terms in the Credit Agreement), among Borrower, KeyBank National
Association, as administrative agent and issuing lender thereunder, and the
lenders party thereto;


 


WHEREAS, Borrower has requested that the Administrative Agent and the
Lenders agree to amend the Credit Agreement to allow for certain additional
add-backs to Consolidated EBITDA (as included in the Borrower’s computation of
the Maximum First Lien Leverage Ratio, Maximum Total Leverage Ratio, the
Minimum Fixed Charge Coverage Ratio and Minimum Consolidated EBITDA covenants
set forth in Sections 7.12(a), (b), (d) and (e));


 


WHEREAS, Borrower has further requested
that the Lenders approve the Unsecured Subordinated Convertible Notes issued by
SYS, which will be a Subsidiary of the Borrower upon the consummation of the
Acquisition of SYS by the Borrower, in the face amount of $3,125,000
(collectively the “Subordinated Notes”)
as Subordinated Debt for purposes of Section 7.1(f) of the Credit
Agreement;


 


WHEREAS, subject to the terms and
conditions hereof, the Administrative
Agent and the Lenders have agreed to make such requested amendments to the
Credit Agreement and approve such Subordinated Notes;


 


NOW
THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the parties hereto hereby agree as follows:


 


Section 1.                                Section References.  Unless otherwise expressly stated herein, all
Section references herein shall refer to Sections of the Credit Agreement.


 


Section 2.                                Amendments to Section 1.1
of the Credit Agreement.


 


(a)                      Section 1.1 of the Credit
Agreement is hereby amended by adding the following clause (l) to the
definition of “Consolidated EBITDA”, immediately after existing clause (k) thereof:


 

















 


“(l)                               amounts
representing actual transaction costs incurred by the target in any Permitted
Acquisition consummated by the Borrower in which 100% of the purchase price in
connection therewith (as set forth in the definitive purchase agreement with
respect thereto and if not specified therein, then based on a valuation
acceptable to the Lenders) is paid in Equity Securities of the Company,
provided that such amounts (i) shall be limited to transaction costs paid
in cash and incurred directly in connection with such Permitted Acquisition and
prior to the consummation of such Permitted Acquisition and (ii) shall not
exceed, with respect to each such Permitted Acquisition, an aggregate amount
equal to 5.0% of the purchase price in connection therewith (as set forth in
the definitive purchase agreement with respect thereto and if not specified
therein, then based on a valuation acceptable to the Lenders);”


 


Section 3.                                Approval of the
Subordinated Notes.  The Lenders
hereby approve the Subordinated Notes as Subordinated Debt for purposes of
compliance with Section 7.1(f) of the Credit Agreement; provided, however, that such approval is expressly
conditioned on receipt of a duly executed Subordination Agreement in the form
attached hereto as Exhibit A
from holders of Subordinated Notes representing no less than 95% of the
aggregate principal amount of all Subordinated Notes within ten (10) days
from the closing of the Acquisition of SYS by the Borrower; provided further that the Borrower shall use its best
efforts to obtain a duly executed Subordination Agreement in the form attached
hereto as Exhibit A from all remaining
holders as soon as possible.


 


Section 4.                                Conditions Precedent.  The effectiveness of this Amendment is
subject to the satisfaction of each of the following conditions precedent:


 


(a)                      The Lenders shall have received all
of the following, in form and substance satisfactory to the Lenders:


 


(i)     Amendment.  This Amendment, duly executed and delivered
by each Credit Party, the Administrative Agent, the Lenders and the First Lien
Administrative Agent;


 


(ii)     First Lien
Amendment.  A copy of the Second
Amendment to First Lien Credit Agreement, in the form attached hereto as Exhibit B, duly executed and delivered by each Credit
Party, the First Lien Administrative Agent, the Lenders and the Administrative
Agent (the “First Lien Amendment”);


 


(iii)   Expenses.  The expenses
and other amounts payable on the Amendment Effective Date referred to in Section 8
hereof, including, but not limited to, reimbursement or payment of all
out-of-pocket expenses (including the reasonable legal fees and expenses of
Schiff Hardin LLP, counsel to the Administrative Agent and the Lenders)
required to be reimbursed or paid by Borrower hereunder or under any other Loan
Document; and


 


2

















 


(iv)   Additional
Information.  Such additional documents,
instruments and information as Administrative Agent may reasonably request to
effect the transactions contemplated hereby.


 


(b)                     Representations and Warranties. 
On the Amendment Effective Date, the representations and warranties
contained herein and in the other Loan Documents shall be true and correct in
all material respects on and as of the Amendment Effective Date to the same
extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case such representations and warranties shall have been true and correct in
all material respects on and as of such earlier date.


 


(c)                      Completion of Proceedings. 
All partnership, corporate and other proceedings taken or to be taken in
connection with the transactions contemplated hereby shall be satisfactory in
form and substance to Administrative Agent and its counsel, and Administrative
Agent and such counsel shall have received all such counterpart originals or
certified copies of such documents as Administrative Agent may reasonably
request.


 


(d)                     No Default. 
On the Amendment Effective Date after giving effect to this Amendment,
no event shall have occurred and be continuing that would constitute a Default
or an Event of Default.


 


Section 5.                                Representations and
Warranties; Reaffirmation of Grant. 
Each Credit Party hereby represents and warrants to the Administrative
Agent and the Lenders that, as of the Amendment Effective Date and after giving
effect to this Amendment, (a) all representations and warranties of the
Credit Parties set forth in the Credit Agreement and in any other Loan Document
are true and correct in all material respects on and as of the Amendment
Effective Date to the same extent as though made on and as of such date, except
to the extent such representations and warranties specifically relate to an
earlier date, in which case such representations and warranties shall have been
true and correct in all material respects on and as of such earlier date, (b) no
Default or Event of Default has occurred and is continuing, (c) the Credit
Agreement (as amended by this Amendment) and all other Loan Documents are and
remain legally valid, binding obligations of the Credit Parties, enforceable
against each such Credit Party in accordance with their respective terms, except
as may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws relating to or limiting creditors’ rights generally or by
equitable principles relating to enforceability and (d) each of the
Security Documents to which such Credit Party is a party and all of the
Collateral described therein do and shall continue to secure the payment of all
Obligations as set forth in such respective Security Documents.  Each Credit Party that is a party to the
Pledge and Security Agreement or any of the other Security Documents hereby
reaffirms its grant of a security interest in the Collateral to the
Administrative Agent for the ratable benefit of the Secured Parties (as defined
in the Pledge and Security Agreement), as collateral security for the prompt
and complete payment and performance when due of the Obligations.


 


3

















 


Section 6.                                Survival of
Representations and Warranties.  All
representations and warranties made in this Amendment or any other Loan
Document shall survive the execution and delivery of this Amendment, and no
investigation by the Administrative Agent or the Lenders shall affect the
representations and warranties or the right of the Administrative Agent and the
Lenders to rely upon them.  If any
representation or warranty made in this Amendment is false in any material
respect as of the date made or deemed made, then such shall constitute an Event
of Default under the Credit Agreement.


 


Section 7.                                Reference to
Agreement.  Each of the Loan
Documents, including the Credit Agreement, and any and all other agreements,
documents or instruments now or hereafter executed and/or delivered pursuant to
the terms hereof or pursuant to the terms of the Credit Agreement as amended
hereby, are hereby amended so that any reference in such Loan Documents to the
Credit Agreement, whether direct or indirect, shall mean a reference to the
Credit Agreement as amended hereby.  This
Amendment shall constitute a Loan Document under the Credit Agreement.


 


Section 8.                                Costs and Expenses
of the Lenders.  Company shall pay on
demand all reasonable costs and expenses of the Administrative Agent and the
Lenders (including the reasonable fees, costs and expenses of counsel to the
Administrative Agent and/or the Lenders) incurred in connection with the
preparation, execution and delivery of this Amendment.


 


Section 9.                                Governing Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES THEREOF.


 


Section 10.                          Execution.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a
signature page to this Amendment by telecopier (or electronic mail (in PDF
format)) shall be effective as delivery of a manually executed counterpart of
this Amendment.


 


Section 11.                          Limited Effect.  This Amendment relates only to the specific
matters expressly covered herein, shall not be considered to be a waiver of any
rights, claims or remedies any Lender may have under, or compliance by the
Borrower with any term or provision of, the Credit Agreement or any other Loan
Document or applicable law, and shall not be considered to create a course of
dealing or to otherwise obligate in any respect any Lender to execute similar
or other amendments or grant any waivers under the same or similar or other
circumstances in the future.


 


4

















 


Section 12.                          Ratification by Guarantors.  Each of the Guarantors acknowledges that its
consent to this Amendment is not required, but each of the undersigned
nevertheless does hereby agree and consent to this Amendment and to the
documents and agreements referred to herein. 
Each of the Guarantors agrees and acknowledges that (i) notwithstanding
the effectiveness of this Amendment, such Guarantor’s guaranty shall remain in
full force and effect without modification thereto and (ii) nothing herein
shall in any way limit any of the terms or provisions of such Guarantor’s
guaranty or any other Loan Document executed by such Guarantor (as the same may
be amended from time to time), all of which are hereby ratified, confirmed and
affirmed in all respects.  Each of the
Guarantors hereby agrees and acknowledges that no other agreement, instrument,
consent or document shall be required to give effect to this section.  Each of the Guarantors hereby further
acknowledges that Borrower, the Administrative Agent and any Lender may from
time to time enter into any further amendments, modifications, terminations
and/or waivers of any provisions of the Loan Documents without notice to or
consent from such Guarantor and without affecting the validity or
enforceability of such Guarantor’s guaranty or giving rise to any reduction,
limitation, impairment, discharge or termination of such Guarantor’s guaranty.


 


Section 13.                          Certain Waivers.  Each of the Credit Parties hereby agrees that
neither Administrative Agent nor any Lender shall be liable under a claim of,
and hereby waives any claim against Administrative Agent and the Lenders based
on, lender liability (including, but not limited to, liability for breach of
the implied covenant of good faith and fair dealing, fraud, negligence,
conversion, misrepresentation, duress, control and interference, infliction of
emotional distress and defamation and breach of fiduciary duties) as a result
of the amendments and waivers contained in this Amendment and any discussions
or actions taken or not taken by Administrative Agent or the Lenders on or before
the Amendment Effective Date or the discussions conducted in connection
therewith, or any course of action taken by Administrative Agent or any Lender
in response thereto or arising therefrom. 
This section shall survive the execution and delivery of this Amendment
and the other Loan Documents and the termination of the Credit Agreement.


 


[signature pages follow]


 


5

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above written.


 


	
   

  	
  KRATOS
  DEFENSE AND SECURITY

  
	
   

  	
  SOLUTIONS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS

  
	
   

  	
   

  	
   

  
	
   

  	
  MADISON
  RESEARCH

  
	
   

  	
  CORPORATION,
  an Alabama corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
    D. Robin Mickle

  
	
   

  	
  Title:

  	
   President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KRATOS
  COMMERCIAL

  
	
   

  	
  SOLUTIONS,
  INC. (f/k/a SecurePlanet,

  
	
   

  	
  Inc.),
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
    Chris Caulson

  
	
   

  	
  Title:

  	
   Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WFI NMC
  CORP., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
    Chris Caulson

  
	
   

  	
  Title:

  	
   Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KRATOS
  TEXAS, INC. (f/k/a WFI

  
	
   

  	
  Texas, Inc.),
  a Texas corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
    Chris Caulson

  
	
   

  	
  Title:

  	
   Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
  Second
  Amendment to First Lien Credit Agreement Signature Page

  
					



 

















 


	
   

  	
  KRATOS
  SOUTHEAST, INC. (f/k/a WFI

  
	
   

  	
  Georgia
  Inc.), a Georgia corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
    Chris Caulson

  
	
   

  	
  Title:

  	
   Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KRATOS
  MID-ATLANTIC, INC. (f/k/a

  
	
   

  	
  WFI
  Delaware Inc.), a Delaware

  
	
   

  	
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
    Chris Caulson

  
	
   

  	
  Title:

  	
   Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KRATOS
  GOVERNMENT

  
	
   

  	
  SOLUTIONS,
  INC. (f/k/a WFI

  
	
   

  	
  Government
  Services, Inc.), a Delaware

  
	
   

  	
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
    D. Robin Mickle

  
	
   

  	
  Title:

  	
   President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEFENSE
  SYSTEMS,

  
	
   

  	
  INCORPORATED,
  a Virginia corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
    D. Robin Mickle

  
	
   

  	
  Title:

  	
   President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JMA
  ASSOCIATES, INC., a Delaware

  
	
   

  	
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
    D. Robin Mickle

  
	
   

  	
  Title:

  	
   President

  
	
   

  	
   

  	
   

  
	
   

  	
  Second
  Amendment to First Lien Credit Agreement Signature Page

  
					



 






 












 


	
   

  	
  HAVERSTICK CONSULTING,
  INC., an

  Indiana corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
    Deanna Lund

  
	
   

  	
  Title:

  	
    Senior Vice
  President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HGS HOLDINGS, INC., an Indiana

  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
    Deanna Lund

  
	
   

  	
  Title:

  	
    Senior Vice
  President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HAVERSTICK GOVERNMENT

  SOLUTIONS, INC., an Ohio corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
    Deanna Lund

  
	
   

  	
  Title:

  	
    Senior Vice
  President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DTI ASSOCIATES, INC., a Virginia

  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
    Deanna Lund

  
	
   

  	
  Title:

  	
    Senior Vice
  President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROCKET SUPPORT SERVICES,
  LLC,

  an Indiana limited liability company

  
	
   

  	
   

  
	
   

  	
  By:  HGS Holdings, Inc., its sole member

  and sole manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
    Deanna Lund

  
	
   

  	
  Title:

  	
    Senior Vice
  President & CFO

  
	
   

  	
   

  
	
   

  	
  Second Amendment to First
  Lien Credit Agreement Signature Page

  
						



 

















 


	
   

  	
  KRATOS SOUTHWEST L.P.
  (f/k/a WFI

  Southwest L.P.), a Texas limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By: Kratos
  Texas, Inc., a Texas corporation,

  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
    Chris Caulson

  
	
   

  	
  Title:

  	
    Vice
  President, Finance

  
					



 


Second
Amendment to First Lien Credit Agreement Signature Page


 

















 


	
   

  	
  KEYBANK
  NATIONAL

  ASSOCIATION, as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


Second
Amendment to First Lien Credit Agreement Signature Page


 

















 


	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  KEYBANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


Second
Amendment to First Lien Credit Agreement Signature Page


 

















 


EXHIBIT A


 


FORM OF SUBORDINATION AGREEMENT


 


SUBORDINATION AGREEMENT


 


This Subordination Agreement (this “Agreement”), dated as of
                    ,
2008, is made by the Holder referred to below in favor of the Secured Parties
referred to below, in connection with the Note referred to below.


 


WHEREAS,
reference is made to (i) that certain Unsecured Subordinated Convertible
Note (the “Note”), dated as of
                    ,
by SYS, a California corporation (“Company”) in
favor of
                    
(“Holder”), in the face amount of
$                    ,
(ii) that certain First Lien Credit Agreement (the “First Lien
Credit Agreement”), dated as of December 31, 2007, by and among
Kratos Defense and Security Solutions, Inc., a Delaware corporation (“Kratos”), the Lenders party thereto and KeyBank National
Association, as Administrative Agent (in such capacity, the “First Lien  Agent” and,
together with the Lenders, the “First Lien Secured Parties”)
and (iii) that certain Second Lien Credit Agreement (the “Second Lien Credit Agreement” and, together with the First
Lien Credit Agreement, the “Credit Agreements”),
dated as of December 31, 2007, by and among Kratos, the Lenders party
thereto and KeyBank National Association, as Administrative Agent (in such
capacity, the “Second Lien Agent” and, together
with the Lenders, the “Second Lien Secured
Parties”).  Except as
otherwise noted below, capitalized terms used herein and not otherwise defined
herein shall have the meaning assigned to them in the First Lien Credit
Agreement.


 


WHEREAS,
pursuant to that certain Agreement and Plan of Merger and Reorganization],
dated as of February 20, 2008, Company is a wholly owned subsidiary of
Kratos.


 


WHEREAS,
pursuant to Section 6.12 of each Credit Agreement, Company is required,
within 45 days from the date hereof, to become a Guarantor under and as defined
in each Credit Agreement.


 


WHEREAS,
Holder is or may become financially interested in Company or its affiliates and
desires to aid Company and its affiliates, including Kratos, in obtaining or
having continued financial accommodations, whether by way of loan, commitment
to loan, extensions of credit or other financial aid.


 


NOW, THEREFORE,
in order to induce the Lenders under each Credit Agreement to extend or to
continue to extend financial accommodations to the Kratos from time to time,
Holder hereby agrees as follows:


 


1.                                       Anything in the Note to the contrary
notwithstanding, the indebtedness evidenced by the Note (the “Subordinated Indebtedness”) shall be subordinate and junior
in right of payment, to the extent and in the manner hereinafter set forth, to
all Obligations (as defined in the First Lien Credit Agreement or the Second Lien
Credit Agreement, as applicable) of Company under each Credit Agreement or any
other Loan Document (as defined in the applicable Credit Agreement), including
Company’s Guaranty Obligations (as defined in each Credit Agreement) under the
Multi-Party Guarantee (as defined in each Credit Agreement)(such Obligations
and other indebtedness and obligations in connection with any renewal,
refunding, restructuring or refinancing thereof, including interest thereon
accruing after the commencement of any bankruptcy or insolvency proceedings,
whether or not such interest is an allowed claim in such proceeding, being
hereinafter collectively referred to as the “Senior
Indebtedness”):


 

















 


(a)                                  If any Event of Default (as defined in the
applicable Credit Agreement) under either Credit Agreement has occurred and for
so long as such Event of Default is continuing, (x) the holders of Senior
Indebtedness shall be paid in full in cash in respect of all amounts
constituting Senior Indebtedness before Holder is entitled to receive (whether
directly or indirectly), or make any demands for, any payment on account of the
Subordinated Indebtedness; (y) until the holders of Senior Indebtedness
are paid in full in cash in respect of all amounts constituting Senior
Indebtedness, any payment or distribution to which Holder would otherwise be
entitled shall be made to the holders of Senior Indebtedness; and (z) Holder
shall not exercise any remedies with respect to the collection of the
Subordinated Indebtedness against Company or any property or assets of Company.


 


(b)                                 If any payment or distribution of any
character, whether in cash, securities or other property, in respect of the
Subordinated Indebtedness shall (despite these subordination provisions) be
received by Holder in violation of clause (a) before all Senior
Indebtedness shall have been paid in full in cash, such payment or distribution
shall be held in trust for the benefit of, and shall be paid over or delivered
to, the holders of Senior Indebtedness (or their representatives), ratably
according to the respective aggregate amounts remaining unpaid thereon, to the
extent necessary to pay all Senior Indebtedness in full in cash.


 


2.                                       To the fullest extent permitted by law, no
present or future holder of Senior Indebtedness shall be prejudiced in its
right to enforce the subordination of this Agreement by any act or failure to
act on the part of Company or by any act or failure to act on the part of such
holder or any trustee or agent for such holder. 
Company and Holder hereby agree that the subordination of the
Subordinated Indebtedness pursuant to this agreement is for the benefit of the
First Lien Secured Parties and the Second Lien Secured Parties, the First Lien
Secured Parties and the Second Lien Secured Parties are obligees under this
Agreement to the same extent as if their names were written herein as such and,
subject to the Intercreditor Agreement, the First Lien Agent or the Second Lien
Agent may, on behalf of the applicable Secured Parties, proceed to enforce the
subordination provisions herein.


 


3.                                       This Agreement shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Senior Indebtedness is rescinded or must otherwise
be restored or returned by any holder of Senior Indebtedness upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of any of
the Credit Parties (as defined in each Credit Agreement), or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, any of the Credit Parties (as defined in each
Credit Agreement) or any substantial part of the assets of any of them, or
otherwise, all as though such payments had not been made.


 


4.                                       Nothing contained in the subordination
provisions set forth above is intended to or will impair, as between Company
and Holder, the obligations of Company, which are absolute and unconditional,
to pay to Holder the principal of and interest on the Subordinated Indebtedness
as and when due and payable in accordance with its terms, or is intended to or
will affect the relative rights of Holder and other creditors of the Company
other than the holders of Senior Indebtedness.


 


THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.


 


[signatures on following page]


 

















 


IN WITNESS WHEREOF, Holder has caused this agreement to be executed as of the
       day of
              ,
2008.


 


	
   

  	
  HOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title
  (if applicable)

  
	
   

  	
   

  
	
   

  	
  Holder’s
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Street
  Address

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  City,
  State, Zip

  



 


 


	
  ACKNOWLEDGED
  AND AGREED:

  	
   

  
	
   

  	
   

  
	
  SYS

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title

  	
   

  
	
   

  	
   

  
	
  5050
  Murray Canyon Rd., Ste 200

  	
   

  
	
  San
  Diego, California 92123

  	
   

  



 

















 


EXHIBIT B


FIRST LIEN AMENDMENT